Would any accountant in their right mind want to pick up the poisoned chalice that is the WIA Treasurership now?

Jeff’s letter of resignation is reproduced below.

Phil,

I was under the impression that when I was given the opportunity to serve as Assistant Treasurer for the WIA that there were some minor issues to deal with and my role was to support the Treasurer.

After taking office and viewing the 2015 AGM I quickly made the assessment that there was more to the story of the WIA finances. Your recent post on the WIA (18/12/2016) “Minor difference in 2015 accounts but significant 2016 deficit likely”, is totally misleading and inaccurate.

The 2015 annual report stated that the loss on the P&L was $12,680. On page 15 of the Annual report it states that;

The net cash position (that is cash in bank) as shown on page 13 is -$56,287, ($143,445-$87,158).

So, genius Phil, where has all the money gone?

The P&L only shows a loss of $12,680. Now the loss in the P&L may not equal the cash position because of depreciation and the only way that the cash position can change in the balance sheet is by spending or the movement of cash in the balance sheet.

The balance sheet has no movement of cash. Being a mastermind of the finances can you explain? I know exactly what has happened. There are some mysterious journals made in the P&L that still need some investigation. The 2015 financials should not be closed off until these anomalies are investigated and fixed.

In 2015 there has been reckless spending, non-compliance of taxation law, under stating of GST and SGC obligations. The directors have continued their reckless spending in 2016 not providing directors with any regular financial reports.

I have been involved in Business for some 32 years and with service and NFP associations for more than 40 years. I have never seen such poor leadership that has been supported by your other Directors.

Under the Corporations Act, Directors Andrew Smith and Paul Simmonds are the only directors who have shown any integrity and understanding of their duties of being a Director of the WIA. They hold very high moral and ethical standards.

They have demonstrated the ability to work in good faith for the WIA diligently and with great care. They have not used their position as directors to take any advantages for themselves or anyone else and any information they have gathered, they have not used for their own advantage.

In stark contrast, you as President along with Messrs. Harrison, Swainston and Broomhead have on occasions acted without good faith and used you positions and board room information to take advantage of others including WIA members. Your behaviour at times has been immoral, unethical and completely self-serving.

Part of this charade is the culpability of Secretary Jim Linton who has indorsed your poor leadership with silence and is complicit in many of the board decisions. He treats members with distain and has one only ambition stay as Secretary at all costs and has not provided any support to ensure that the board works professional and ethically. With regards to the handling for the call of a general meeting Mr. Linton has not acted in good faith to help resolve this member issue but has been obstructive with the legal truth.

I could write much more about this out of control board but it will fall on your deaf ears.

When appointed I was looking forward to helping the WIA. I thought I could make a difference but I can’t do my job in this toxic and corrupt environment.

Phil, you are a disgrace to the name of Director and President.

I therefore resign my position as Assistant Treasurer of the WIA. It has affected my health and well-being and my family is fully supportive of my decision to resign.

Chris Hendry, the WIA Treasurer, has resigned this morning, advising the President that the accounts are a monumental disaster and that the board is dysfunctional.

He is the 5th Treasurer of the WIA since August 2015.

His resignation letter to the President is reproduced below:

Phil,

When we discussed the WIA Treasurer position, some three months ago now, you indicated that there were some issues with the accounts. You said you expected that these would be corrected by the bookkeepers by the time the new Treasurer was selected. I found that this was not the case when I was appointed Treasurer and I had an opportunity to examine the MYOB records.

Furthermore, I did not expect to become embroiled in the malicious politics existing within the WIA as well as disunity at Board level.

I was asked to produce a Treasurer’s Report. The Assistant Treasurer and I spent a great deal of time producing a report that we believed was a fair and factual assessment of the WIA’s financial position and the performance of certain Directors.

The Board agreed that it was a worthy report and it was approved in its entiretyby a clear majority of Board members. Four weeks later, the recommendations of the Treasurer’s Report have not been implemented.

Phil, I have enjoyed a successful business career spanning four decades. During that time, I have had dealings with enterprises from small businesses to major corporations, QANGOS, and government bodies, including local authorities, State and Commonwealth Government departments.

I regret to say that I have never encountered any organisation so lacking in leadership, discipline, systems or sound management as the WIA.

The MYOB accounts from 28 February 2016 aren’t just in disarray – they are a monumental disaster. I have uncovered even more errors since we wrote the Treasurer’s Report.

I have discussed this with you and advised you that you can’t expect an Honorary Treasurer and part-time bookkeeper to fix the problems with the accounts. It will require a full-time Financial Controller with forensic accounting experience to spend weeks, if not months, to correct the issues with the WIA’s MYOB, Memnet and Bookshop accounting systems.

The WIA National Office is seriously under resourced and the staff are receiving little or no support or guidance from the responsible director.

The Board has become dysfunctional. Some Board members have clearly demonstrated that they are incompetent, arrogant, conniving, devious and self-interested.

Amazingly, one Board member regularly displays all these undesirable attributes simultaneously.

Finally, and most importantly, it is patently obvious that certain Board members and the Company Secretary are taking every possible step to derail the proposed Special General Meeting. The Treasurers have made their position on this matter very clear.

I am now finding that WIA matters are occupying several hours every day. They are also beginning to take a toll on my personal life. For all the reasons mentioned above, I cannot work with the present Board and I am not prepared to continue as Honorary Treasurer. I tender my resignation effective immediately.

Phil, I regret that this leaves you in a difficult position and I really do hope you will be successful in finding a way to an open, honest, friendly and ethical WIA. Unfortunately, I shall not be part of that process.

Please do not contact me to persuade me to change my mind. My decision is final.

A very good summary of events of the last week from the indefatigable VK6 news:

The troubles at the Wireless Institute of Australia continue. Here’s what we have learned in the last week:

Mediation between the Directors, the Treasurers and the WIA Reform Group, hosted by former WIA Director Chris Platt were held Saturday last week. They failed. A statement by the mediator has been published.

The WIA Reform Group published additional information about the failed mediation.

The Honorary Treasurers Hendry and Tubbenhauer have put the Institute into Care and Maintenance mode, preventing any non-essential expenditure by the board, specifically preventing any legal costs in relation to the General Meeting. They go on to say that they will withdraw their services immediately if any moves are made to derail or sabotage the General Meeting. This statement has been published.

The WIA President wrote an opinion on Facebook asking for views on their position. Responses were colourful and can be read in full on the vk6.net website.

A letter has emerged from Cameron VK2CKP, the President of the St George Amateur Radio Society, calling for a General Meeting of the WIA with the motion to remove Directors Simmonds, Smith and McLeod under article 14.2. to “allow the possibility of creating a board which acts as a positive, professional team that can work collaboratively to advance amateur radio in Australia”.

During the week, mediation has continued and to resolve this issue, Directors Wait, Swainston, Broomhead and McLeod have offered their resignation.

In response to the offer of resignations, the Honorary Treasurers Hendry and Tubbenhauer set a deadline for Director Harrison to also resign, which passed at noon on Friday.

Responding to the call for General Meeting which was signed by over 100 WIA members, on Friday, the WIA Secretary Linton has written to the WIA Reform Group claiming that the call for a General Meeting is invalid based on legal opinion sought. Included in the letter was a copy of the legal opinion which validates the 100 signature minimum and suggests that additional motions can also be included. Presumably those are the motions contained in the St George Amateur Radio Society letter.

The WIA Reform Group has pointed out that the Secretary cannot cancel the General Meeting, that the legal advice was based on incorrect information and that the Secretary exceeded his authority when he provided information to the lawyer.

The Reform Group has lodged a formal complaint about the conduct of the Secretary Linton and proposes that the WIA appoint the WIA Executive Administrator Mr Deefhols, as the secretary as was the intent of the President and the board earlier in the year.

And finally, more information is coming to hand about the July 2014 cancelled registration status of Silverdale/Trainsafe, operated by WIA Director Swainston. The organisation at one time was the Registered Training Organisation for the Institute, which as we understand it, leaves the WIA without an RTO at this time, which appears to put the WIA in breach of obligations to the ACMA for over two years.

Hello Chris, A call for a General Meeting was sought under the WIA constitution.

Apologises for not replying earlier, but the General Meeting call and other matters had to undergo due diligence which included legal advice.

On that advice, the General Meeting call is not valid.

Please find attached to WIA legal advice received today.

More may be put on the WIA website about this at a later time.

Rgds Jim Linton WIA Secretary

An extract from the legal advice enclosed with the letter:

Dear Phil

I refer to your email below in which you ask questions about the constitutionality of certain proposals set out in that email. The issues all revolve around an attempt by certain members of the Institute to require the directors to call a general meeting of members pursuant to clause 8.3 of the Constitution of the Institute. That clause, so far as is relevant provides:

8.3 Convening of general meetings

(a) The Directors may whenever they think fit and must upon a requisition made in

accordance with clause 8.3(b) convene a general meeting of the Institute.

(b) The Directors must call and arrange to hold a general meeting of the Institute upon the request of at least 100 Members who are entitled to vote at the general meeting.

(c) The request must:

(i) be in writing; and

(ii) state any resolution to be proposed at the meeting; and

(iii) be signed by the Members making the request; and be given to the Secretary

(d) Separate copies of a document setting out the request may be used for signing by

Members if the wording of the request is identical in each copy.

I have in the past been instructed that the requirement for 100 members to make the request in accordance with clause 8.3 had been met in accordance with that clause. However yesterday I received an email from the secretary to the Institute in which he said inter alia:

I note that the same signed letter, and in about 20 cases the signature page only and not the 4 motion page, have been received.

I take that to mean that in the cases of at least 20 of the purported requests the requirements of the Constitution were not met in that contrary to clause 8.3 (d) the wording of the request was not identical in each of the copies received.

Our response – sent this morning:

Wireless Institute of Australia

Secretary

President & Directors, Treasurers

by email

17th December 2016

Call for a General Meeting

Mr Linton,

I acknowledge your email of 16 December 2016.

I do not accept your assessment that “the General Meeting call is not valid”. You have not provided any indication that this is a board decision. I will take this opportunity to remind you that the Secretary has no authority and can only act on decisions approved by the board.

I do not accept your assessment. I request that you confirm the following prior to any formal communication to WIA members:

Has the attached legal advice been submitted to the Board for their consideration and decision?

I quote from the legal advice: “I note that the same signed letter, and in about 20 cases the signature page only and not the 4 motion page, have been received.”

Could you please advise if the Barrister, Mr Smale, has inspected the letters refer to in your correspondence? He advises “about 20 cases”. His statement is not specific, which suggests the legal advice is incomplete and uncertain.

In any event, I am pleased to clarify the matter by advising that all signatures provided had the same front page, and that front page was provided in the package delivered to the WIA National Office on 29th November. I can only assume that you have made an error in the information you have provided to the Barrister. You could have avoided this confusion by contacting me before seeking expensive and unnecessary legal advice. I assume you are acting in the best interests of members in this regard?

You should note that a further 31 members have signed the letter. An updated list of their details follows. I can confirm that all digital pages containing only the second page are genuine copies of both pages and the front page was the same. I am prepared to sign an affidavit to this effect.

It would appear to me, Mr Linton, that you are not acting with the authority of the Board, nor is your email in the best interests of members or the Directors of the WIA.

By copy to the Board of the WIA, I wish to formalise a complaint with regards to the Secretary’s disregard for Board consideration and approval of this important decision and correspondence. It is my view that Mr Linton has overstepped his authority as Secretary and has brought the WIA into further disrepute. His behaviour is unprofessional and inappropriate.

I request the Board consider my complaint and consider removing Mr Linton and appointing Mr Deefholts as Secretary as per the original intention of Mr Wait and the Board earlier this year. It is clear that Mr Linton is either unwilling or unable to fulfil the duties of WIA Secretary in a professional and appropriate manner.

Mr Linton, your actions only serve to highlight a belief that you are playing a game of some sort. You are fully aware that the single, identical ‘Call for general meeting’ document has been circulated around the country, with no variations.

You are fully aware that the Call for a General Meeting is both valid and inevitable. WIA members also know this to be true and these infantile attempts at stalling an accounting of the Board’s actions will simply polarise more members to hold yourself and the core of Directors in greater contempt.

The fact remains that a valid Call for a General Meeting was provided to the WIA office and your failure to recognise this in no way reduces the legitimacy of this document and its date of delivery.

It would be in the best interests of the four named Directors to resign immediately and save the WIA the expense and effort of arranging this meeting. In any event, I request your formal response by 12 noon Monday 19th December 2016. Should a satisfactory response not be forthcoming, further formal actions will commence.

The WIA Honorary Treasurers are very disappointed that the Board was unable to achieve mediation yesterday. Consequently, the Board has failed to implement the recommendations of the Treasurers’ Report as previously agreed in its entirety by a majority of Board members. This places the Honorary Treasurers in a very difficult position.

The Assistant Treasurer and I have given this matter a great deal of thought and soul-searching. The decision regarding our next course of action comes down to one basic premise: to act in the best interest of the members of the WIA.

The Treasurers could have held the Board to ransom by refusing to continue with their duties, knowing that there is a looming deadline for the submission of accounts to the ACMA.

The Honorary Treasurers will set an example to the Board by acting professionally and in the best interest of the members of the WIA. Even though ongoing disunity at Board level will make their task more difficult, the Treasurers will continue to work diligently to identify and correct the multiple problems with the WIA’s accounts until the outcome of the General Meeting is known.

The continuation the Honorary Treasurers’ services comes with conditions. In view of the increasing deficit, the financial affairs of the WIA are to be placed on a “care and maintenance” basis with immediate effect and until further notice. Salaries and utilities expenditure can continue as well as production and publication of AR Magazine where there are contractual arrangements with advertisers and members.

The direct costs associated with the General Meeting can proceed, however, the Treasurer will not approve the WIA meeting any legal costs in relation to the General Meeting incurred by any Director. Such costs are to be at their own expense. Any other costs are to be approved by the Honorary Treasurer before they are incurred. Otherwise, there is to be no expenditure whatsoever other than that absolutely necessary for the WIA to continue operating.

If there is an attempt by any Directors to derail or sabotage the proposed General Meeting, the Honorary Treasurers will withdraw their services immediately.

This email has been copied to Mr Chapman. The WIARG has the Honorary Treasurers’ permission to publish this email so that WIA members can be made aware of the Honorary Treasurers’ position.

Mediation fails. President agrees to proceed with General Meeting in January 2017

“A mediation was conducted on Saturday 10 December 2016. All WIA Directors, the WIA Treasurer and representatives of the WIA Reform Group participated. The meeting was unable to resolve the varying positions of the parties.”

This is the official news release issued by the mediator.

Unfortunately, the four Directors who have been complicit in the disaster that is the current WIA were unwilling to consider the best interests of the members.

These Directors, who have brought the WIA to the brink of financial disaster, were unwilling to acknowledge their failures, do the honourable thing and resign.

On a positive note, the President, Mr Phil Wait, agreed that he would be instructing the Secretary to issue the notice calling for a General Meeting this week coming.

It is anticipated the meeting will be scheduled for the second half of January 2017 and common sense would suggest it be held in Melbourne at the National Office to minimise cost.

There was some confusion as the President advised he was also seeking legal advice in the coming week; and it was noted that he has failed to obtain three quotes and has already committed the WIA to unspecified legal fees….in direct contravention of the Treasurer’s instructions.

Some participants present at mediation were concerned the President, or other Directors, may attempt to derail the meeting by spurious legal means.

All members are encouraged to contact the President, the Editor of Amateur Radio Magazine and the National News calling for the General Meeting to proceed unhindered.

What some have suspected has now been confirmed. The WIA overpaid Fred Swainston during his 7 ½ month engagement as National Office Manager; by a whopping $675 (48%) per week.

These are the facts which have been determined from open communications between the WIA Board and the WIA Reform Group:

At the August 2015 Board meeting the following resolution was passed:

With effect from Monday 17 August FS is to be paid as a contractor for the performance of duties delivering support to the WIA office. This rate ($2060 inc GST/ week) is equivalent to the current role and is to be implemented for a period of not more than six weeks. (Moved CP, Seconded RH)

The “current role” was paid $1385.20 per week.

At no point was a contract documented or signed between the WIA and Trainsafe. The “not more than six weeks” turned into seven and a half months.

It appears that Fred Swainston was not acting as a bona-fide contractor and the arrangement between the WIA and Fred Swainston did not satisfy the requirements of the Independent Contractors Act of 2006.

Apparently, according to Australian Tax Office guidelines, Fred Swainston was in fact filling the temporary role of Office Manager as an employee.

Paperwork, announcements and decisions around the appointment and ongoing role performed by Fred Swainston determines that he was an employee of the WIA and not a contractor.

In virtually every public statement, the President referred to Fred Swainston as filling a temporary role of office manager. Trainsafe was not mentioned.

On the basis of the above, the WIA paid a 48% premium to Fred Swainston over a seven month period.

Fred Swainston remained on the Board as Director and Vice President during this period.

The WIA’s accounting system (MYOB) was not maintained properly and financial and business systems fell into disrepair during this period.

As a result of the incorrect financial record keeping, it now appears the 2015 Financial Report presented at the AGM on Norfolk Island is incorrect and will need to be reworked.

The WIA now must resolve incorrect allowances for Goods & Services Tax, Superannuation Guarantee Contributions, Business Activity Statements and Pay As You Go withholding tax.

The 2015 Financial Report will need to be reworked, as will financial records from 2016. This is further work, expense and inconvenience for the WIA and its volunteer Treasurers.

The WIA is making arrangements to claim back the overpayments to Trainsafe. We estimate this to be in the order of $15,000-$17,000.

The WIA must demand Fred Swainston repays these over-payments.

Why did the board not oversee Mr Swainston’s performance and address the shortcomings much sooner?

Why has the President failed to take action on these matters?

Why was their no written employment contract?

Our WIA urgently needs a new board. The President must resign immediately. The other three directors must resign immediately. Please support the call for a General Meeting by reading and signing the letter at this link.

Many of your fellow members have already signed. Please make your voice heard for the good of our hobby. Please read the background material and call for these directors to step down. The more signatures we get, the stronger our message.